Citizens Bancorp Announces Stock Dividend.

NEVADA CITY, Calif. -- Citizens Bancorp (OTCBB:CZNB) (the "Company"), the holding company of Citizens Bank of Northern California (the "Bank"), today announced that its Board of Directors approved the declaration of a 5% stock dividend, payable on June 14, 2006 to shareholders of record on May 31, 2006. Therefore, Citizens Bancorp's shareholders as of that record date will receive one common share of the Company for every twenty common shares then held.

"The declaration of a common stock dividend reflects our commitment to pay dividends to our shareholders and yet manage our cash and preserve capital for future growth," said Citizens Bancorp's Chairman Ken Baker.

Founded in February 1995, Citizens Bank, headquartered in Nevada City, became a wholly owned subsidiary of the Citizens Bancorp in 2003. The Bank has five branches, one in Nevada City, two in Grass Valley, one in Penn Valley, and its newest branch in Lake of the Pines, in southern Nevada County. Two new branches have been scheduled for opening in 2006, one in Truckee and one in Auburn, which will be the Bank's first entry into neighboring Placer County. Today, the Bank offers community banking services in the Nevada County market, including a wide variety of deposit products, commercial, residential and consumer loans, and other traditional banking products and services, designed to meet the needs of small and middle market businesses and individuals.

This news release may include forward-looking statements about Citizens Bancorp's financial condition, results of operations, plans, objectives and future performance. A number of factors, many of which are beyond the control of Citizens Bancorp, could cause actual results to differ materially from those in the forward-looking statements. In addition, past results are not necessarily indicators of future performance.